A Surprised Encounter
by Chillman22
Summary: One-Shot. Naruto never thought he'd find such a thing while during his 3 year training trip, now not only does he have Spider-powers, but also a special suit to help him as well, but what really shocked him were the legs coming out of his back, how will Naruto use these new powers and appendages, by pranking Jiraiya a little and helping others, since he is Naruto. Up For Adoption.


**I wanted to try writing something in memory of Stan Lee, I couldn't really think of anything after his unfortunate passing because it was a bit of a shock to me, but hopefully everyone enjoys this idea and that it shows that even though he is no longer with us, that he'll never be forgotten.**

 **I hope everyone will raise their drinks with me for a great creator. "E** **xcelsior!"**

 **A Surprised Encounter**

 **Chapter 1**

 **Pilot**

 **Forest in Fire Country**

Naruto was tired, him and Jiraiya have been training for hours, along with having weights on his arms and legs, they were on their last few months of their 3 year training trip, focusing on Naruto's basics, with Jiraiya trying to improve his unpredictable fighting style, granted Naruto was a brawler at first, but when Jiraiya began helping Naruto with a style of fighting, the gennin improved greatly, now they were using weights for his strength and speed, which thankfully, Jiraiya allowed Naruto to remove so he can get use to his strength and speed.

But at the moment, Jiraiya vanished to another of his "Spy-network," meaning a brothel, telling Naruto to remove his weights and relax under a nearby tree, and continue writing his own book for an hour or so, before vanishing away.

Making his way towards a tree, Naruto began the annoying task of removing the weights, one by one, they weren't as heavy as Lee's from the preliminaries, but they did make a heavy " **THUD!** " When he threw them against the bottom of the tree, since the weights annoy him.

Stretching his arms out, now feeling lighter, Naruto groaned in bliss, "DAMN THAT'S BETTER! I know Pervy-sage told me that them weights were to help me, but still..."

Once done with his complaining, Naruto moved towards the weights, shifting them to one-side and placing himself next to them, taking a relaxing exhale of breath, Naruto blinked his eyes a few times, getting them to focus a bit, lifting his hand he saw a seal that Jiraiya drew for him, it wasn't anything special just something for him to keep his things in, along with the book that Jiraiya told him to write in, it wasn't anything like the old perv's Make Out books, just something to train his mind with, at least that's what Jiraiya told him, but knowing the dirty old man, Jiraiya would probably be hoping for an Icha Icha type book, once it's finished he'd prove Jiraiya wrong by letting him read it, when it's finished.

Taking his book out, Naruto began writing, letting himself get caught in the factional story he was enjoying writing about, " _Hey, as long as I enjoy the story, I'm sure everyone else who'll read it will as well, if I want to show it to anyone, besides Pervy-Sage!_ " The teen thought to himself, losing himself to his book.

Never noticing a slight creaking underneath him, that is until it was too late, "WHHHHOOOOOOOOOAAAAAAAAAAA!"

Throwing his hands in the air out of instinct, Naruto ended up landing on his back, his legs in the air, on the surprisingly cold metal floor, his eyes squinting from the painful landing, that is until his book landed smack dab in the middle of his face, right on the spine of the book, causing him to yelp in pain, the book opening, covering his face with the pages, causing him to groan more.

Lifting his head up, causing the book to fall onto his chest, Naruto rubbed his face from the impact of the book, though when his hand touched the floor to help him to sit up, "Dah! That's cold, and what the hell!? where the hell am I!?"

Grabbing the book and sealing it away, Naruto looked at the strange sight, "This place reminds me a little of one of Orochimaru's labs, only a damn more cleaner, and it doesn't smell of death!"

He was inside a strange metallic room, one side was holding a shelf with some chemicals on it, while the other was a desk with some sort of giant screen, along with some capsules holding something inside them.

Moving towards the desk, Naruto picked up a capsule, noticing it was holding a strange spider inside it, never noticing his finger accidentally pressing something on the capsule, "I don't get this, why would someone want to keep a frozen spider inside a strange capsule, is it for some sort of weird collection or something."

As he was taking a closer look at the spider, holding the capsule closer to his face, the spider suddenly shot up and began moving, causing Naruto to jump and drop the glass capsule in surprise, causing the spider to escape, while his back hit the shelf behind him, causing the chemicals to start shaking, with a couple of them falling to the floor.

Naruto looked towards the chemical that fell, but what shocked him was that it began "eating" the floor, melting it away, that shock caused him to fall on his ass, due to the tiredness he was still feeling from early, he started crawling away from the acid-like substance, his eyes were wide at such a sight, luckily it didn't reach him too far, since it more than likely went down instead of around.

Before he could get up though, he felt something crawling on his hand, looking towards it he saw the spider that escaped, lifting it towards his face, Naruto began looking at it, "Hey little guy, sorry about dropping ya, you just surprised me is all!" Thinking that the spider didn't have strong enough fangs to bite him, but Naruto was wrong.

"AAAARRRGGGHHHH!"

The spider was strong enough to bite him, on reflex, Naruto swatted his hand, killing the spider instantly, "Geez, I said I was sorry, ya didn't have to try and take a chunk out of my hand!"

Looking towards the dead spider, Naruto just ignored it for now, looking towards his hand he saw an angry red mark right where the spider bit him, flexing his hand a little, Naruto felt a little pain from it, "It'll heal in time, I guess it's one of those quirks of have a Kyuubi sealed in me."

Standing up, he moves towards the screen, hoping to possibly get more answers about this hidden lab, before anything else could happen, Naruto's vision began to blur, his body began to sway from side to side, suddenly he collapsed to his knees, "W-W-What's going on, is that spider effecting me differ _ently~..._ "

Before he could think on it anymore, Naruto fell to his side, blacking out completely, in his unconscious all he could dream about were spiders, flashing in front of him. (A.N. The best description would be from the 2002 Spider-man movie, under the name on youtube "Spiderman (2002) A Big Change Clip 4K" since that has a better knockout version of Spider man.)

 **The Next Day**

Waking up, Naruto noticed he was laying on the floor, looking around he started stretching out his limbs, "Wow, I guess that spider venom was stronger than I thought, since it knocked me out like that." Looking at his hand he saw the mark wasn't there anymore.

Standing up, Naruto looked around the lab once more, noticing the other frozen spiders on the desk, "Ah~ I learnt my lesson, never pick up any strange thing that can bite ya!~"

Looking towards the screen, Naruto noticed that there was a blinking red light, "Well since the screen isn't connected to the spiders, hopefully I can get some answers!"

Pushing the button, the screen flashes for a second, causing Naruto to see spots for a few seconds, until an old man in his 50's appeared, with graying red-brown hair. In spite of his age, he has a fairly athletic physique, dressed in a suit with a green, pinstripe jacket and orange vest.

Clearing his throat, the man began, "Greetings, I am Norman Osborn, please understand that I made this unit to better my research of possibly finding a cure for humanity, from genetic disorder to missing limbs, I try and help people as best as I can, once I even tried looking into spiders possibly being the cure, but that didn't really pan out, (sigh) I would try and say, that I did everything by the book, that I didn't cut corners from here and there, but that would be lying."

Looking distraught at his past, Naruto knew that Norman wasn't a "bad guy," just that he went about things the wrong way.

"Once finding out that my son contracted the same disorder as my dearly departed wife, so I tried pooling my research to try and find a cure, since a father NEVER wants to outlive their children, (sigh) I just wanted to find a cure for my son, but due to my past I can't even do that, I guess what they say is true, a man can't run from his past forever and due to the lives I've taken because of my corner-cuttings, along with my mob-dealings, my son has to suffer for my failures, I just wish, if I can somehow re-write history, and make the right calls, (sigh) but that's just it, you can not change history."

Feeling sorry for the man, Naruto can tell Norman wasn't doing those things out of greed, but in a way, that's like the 3rd Hokage not telling him about the fox, while it was for good intention, it ended up causing Naruto to feel the pain of being alone, while thinking that, Naruto felt a slight itch on his back.

"Anyway, these spiders that I've placed in cryo-capsules will hopefully keep them alive long enough to study them, though I decided to place them here in this hidden lab for safekeeping, just because the "spider-cure" didn't pan out doesn't mean that the spiders aren't worth studying, also, from what I understand, maybe it's possible that Spider-man, somehow, got his spider-powers from one of these spiders in the past, I'm not sure how or who he is, but it's just one of those possibilities, though I'm not gonna risk testing it on someone else, I learnt that from Mr. Negative, but maybe if someone was bitten by one of these spiders, they could end up with spider powers themselves, though it's just a theory, it doesn't have any ground at all."

Hearing what Osborn just said, Naruto's eyes widened, suddenly his back exploded in pain, "AARRGGHHH!" Out of his back popped four spider appendages. (A.N. Got the idea from Ultimate Spider man Wolf Spider, since there cool, also each spider is bound to give the person they've bite different powers.)

Looking over his shoulder, Naruto was in shock, if what Norman said was true, then Naruto had somehow gained spider-powers, with a little bit extra, his lips ended up twitching a little, "I-I-I guess, I-I've now got s-s-spider-powers, and these "arms" may come in h-h-handy!" Trying to make light of the situation with a really bad joke, Naruto couldn't believe it, he could "feel" them attached to his back, almost like four extra hands, only in this case claws.

Once calming down, Naruto tried to listen to what Norman was saying, but it was difficult since he's got freaking spider legs growing out of his back.

Also whoever finds this place, please be careful with these cryo-capsules, since their "defrost" button is very sensitive, it only takes a slight brush with the button to unfreeze the spiders, (Naruto palmed his face, causing his "legs" to twitch) so while moving them, please be sure to place them in this travel case that will be under this desk, wouldn't want any escaping and killing anyone, I just wish I could've done more to help mankind, but I guess I'll leave it for the next generation that comes along, heh, I guess what my son's friend Peter said was true, "With Great Power, Comes Great Responsibility," and I have to be responsible for the things that I've done."

With that, the screen turns off, leaving Naruto in the dark once more, allowing Naruto to try and think things through, suddenly the screen turned back on, but instead of Norman standing in front of the screen, it was a person wearing a strange blue and red outfit, hanging upside down on what looked like a strand of web, making Naruto realise that this person was the Spider-man that Norman was talking about, the first person to end up with spider-powers.

"Hey~ whoever's watching this I gotta say, it's surprising that Norman Osborn would actually record such a heartbreaking speech, but look, (dropping from his web and standing up right) I understand that what Norman did was for his son Harry, but you can't put a price on other people's lives, because I'm sure that if Harry found out about what those people went through, he wouldn't have agreed to it, if anything, Harry takes after his mum, she cared about the environment while she was still... around, which also included humanity, one life does not hold a higher value over another, which is what Harry's mum use to say in her books."

Naruto became confused at that, since it sounded like Spider-man knew the Osborns, personally.

"Anyway, after watching what Norman said, I advise you to really be careful, those spiders are no joke, from what a friend of mine said, she ended up sneaking into Osborn's house to try and find a cure for "Devil's Breath" which was suppose to be a cure for practically everything, but it was unfinished and became a bio-weapon that nearly took all the lives in New York, even one of my family member, anyway, my friend accidentally knocked over a container that was holding a spider, which crawled onto her and somehow made it's way to a place for homeless people, where it then bit a friend of mine and gave him spider-powers as well, only he also got camouflage-powers and a venomous-lightning touch that paralysis people, why couldn't I get such awesome powers as well!~"

At the last part Spider-man threw his hands up into the air and crossed his arms in a huff, along with his lenses narrowing, causing Naruto to laugh at, thinking how funny it was that Spider-man didn't get anything extra.

"Anyway, if you do get anything extra, focus on trying to control them first before anything else, wouldn't want to suddenly zap or vanish or whatever without meaning to by accident, that would cause a panic or something, anyway, I've placed a case of my own, next to the one Norman left, this one contains a few special things that can possibly help you along the way, I made it where it pricks your finger slightly to draw a little blood on the scanner, it scans for any spider-genes in a person, namely someone with spider-powers, hopefully, whoever you are, you won't use these gifts for evil things, but I wish you luck in your journey."

After that, the screen went off again, not coming on again, looking at the two cases, Naruto decided to take the one without the green thumb-scanner on it and carefully place the other spider-capsules into the it, not wanting to break or unfreeze them again, once that's done he closes the case and places it on the ground, "Okay, that was nerve-wracking, I hope they're all nice and snug in there."

Deciding to not seal them up, since he wasn't sure if the spiders would survive in the seal, he moved to the next case.

Picking it up, he was slightly hesitant with this case, since he didn't want to be pricked by anything, but his curiosity got the better of him, "OUCH!" The scan did it's job, doesn't mean that Naruto liked it.

Once it was done, the case popped open, letting Naruto see an amazing sight, on the top of the case was a screen, the screen turned on and Spider-man came back on, "Nice to "talk" to a fellow Spider, anyway, in this case holds a spider-suit that I made, it also has my gadgets as well, well, not "my" gadgets, these are spares, but also, thanks to a friend of mine called Tony, this case acts like a laptop as well, that way you can monitor the suit for any programming it needs, it even has a built-in A.I. system inside it as well, telling you what the suit can do, along with hooking up to Tony's satellite, giving you latest updates on where you are."

Naruto was amazed at the sight, he was given such an amazing gift from the first ever spider-powered man.

"As for the suit, it holds, unwanted memories, it was used to take down an amazing but dangerous man, even though it's an amazing outfit, it was made for stopping a mad-genius from harming people, a mad-genius that I looked up to before he went mad because of chemicals inside his body, unfortunately the suit was badly damage, but, after sometime, I managed to rebuild and repair it better than ever, it even has some of my other suits abilities, which the A.I. will inform you of later, but hopefully, you can use this suit to help others, this suit is called "Anti-Ock Suit," the lenses move just like mine, I wish you luck in helping others, also I hope you know how to use chemistry, since you're gonna need it to possibly make more webbing, my only advise is, "With Great Power, Comes Great Responsibilities.""

As soon as Spider-man said that line, Naruto's eyes widened, "W-Wait, Spider-man is really Harry's friend Peter, Whoa, talk about a mind explosion!"

Naruto's eyes blinked in confusion, "Wait, did he tell me to learn chemistry, I already know how to do chemistry thanks to my pranks, though it will help to know how to make webbing."

Looking at the suit, Naruto wanted to put it on, but then he remembered one thing, "Damn it, I can't put the suit on with these damn legs on my back!"

Looking over his shoulder, Naruto gave a huff, "Ah man, I guess I need to talk with the old perv about this, though I can't wait to see the look on his face when he see's these new limbs."

Deciding to sort the case out later, Naruto closed it and placed it in his seal, since there wasn't anything alive in it he didn't have to worry.

Once the "suit"case was safe, he then grabbed the spider-case and made his way to the hole in the "ceiling," looking at his new limbs, he shrugged his shoulders, "Well, better test these things out, since I want to at least get use to them!"

It was an odd feeling, moving four different limbs for different things, the bottom set of limbs were to lift him up, giving him the sense that he was on stilts, that came out of his back, the upper set of limbs began stretching out towards the hole, Naruto was struggling to focus his limbs into moving the way he wanted, that is until he fell onto his hands and knees on the floor, huffing and puffing from the strain, "Okay, this is harder than I thought it is, though I guess it'll take some getting use to."

After taking a few more breathes, Naruto stood back up, "Alright, I'm not gonna give up, I'll get use to these things even if I have to make'em wear weights just to make them stronger to hold me and pull me out of this hole, that's what spider-legs are for!"

With that in mind, Naruto began again, trying to reach for the hole with his new legs, while at the same time, getting use to his weight on his other legs, since they're organic legs, Naruto figured that they just needed some strength building excises for them, that is until he became frustrated on his last 17th try.

Banging his fist on the floor, Naruto yelled, "DAMN IT, WHY CAN'T I GET THIS RIGHT!?"

With that yell, he tried jumping at the hole, only as he was bending down, he could feeling his back legs, pushing onto the floor, like springs, before he could think about it, he shot up threw the hole before he knew what was happening, seeing how high he was he began to panic, waving his arms and legs, not wanting to become a pancake, as the ground came closer, Naruto covered his face.

That is until, he slowly opened his eyes, then they widened in shock, he was suspended in the air by his four spider legs, he suddenly realised something, "Wait a minute, spiders don't stretch too far from their bodies, they only reach far enough to scurry super fast, yeah, I remember that that's what happened with a spider on my windowsill, all the while their body is suspended from the ground like this!"

As he was about to try scurrying with his new legs, he just remembered something, "Oh, wait, I gotta get the spider-case before I go find Pervy-Sage, he's probably zonked out from an all night drinking game or something, hehe, I'll give him a right prank with these things, he'll probably think that he's still drunk and dreaming about spider-teens."

Thinking about such a thing caused Naruto to laugh for a few minutes, then, practising using his "arms" he made his way towards the hole again, only he didn't want to scurry so he did it slowly, once he reached the hole, he slowly crawled along the ceiling of the lab and made his way towards the desk where he left the spider-case at, seeing how far the case was, Naruto slowly reaches for the handle of the case with one of his spider-legs, allowing it to lift it up and bring it towards himself, "Okay, these legs are awesome~!"

Just before he makes his way to the hole, Naruto stops, looking back he gave a thought for a minute, "I think it's best to leave nothing here, wouldn't want anyone to find and exploit this place, like Orochimaru, so the best thing would be to place explosive tags everywhere then hightail it out of here and set them off, destroying everything."

With that in mind, Naruto took out hundreds of tags, placing them all over the lab, leaving nothing for chance, along with using his legs to lend a "helping-hand" he managed to cover everything, with his task done, Naruto crawls towards the hole again, good thing about spider-legs is they attach to any surface, once he was out the hole, he began to practice scurrying, running around, jumping, landing, leaping, pretty much anything he thinks a spider might do.

Once he got the basic hang of it, along with figuring out he can re-emerge them into his back, and bring them back out again, it was a strange and bizarre experience, but after some more practise, he finally got use to it, since he didn't want to scare people with them, "Alright, time to make my way to Pervy-sage, and scare the hell outta him!" Here he smirked a certain prankster smirk.

Looks like Naruto will becoming back to Konoha after he learned how to use his new powers, after all, With Great Power, Comes Great Responsibility.

 **The End.**

 **There you have it, my take on Naruto ending up with spider-powers and four organic spider-legs like Wolf-Spider, only not as evil, along with Spider-man's Anti-Ock suit, laptop, gadgets and an A.I. System to help him in monitoring his suit, gadgets and environment through one of Tony Stark's old satellite, with the A.I. making it so the suit works along with his new limbs.**

 **Also I picked the Anti-Ock Suit mostly because it didn't really have much air-time on the game, I mean, it was made near the end of the story-mode, but also that it looked, almost, like it was made for ninja-style missions, not as much as the suit Black Cat gave Spider-man, but close enough.**

 **As for the five other spiders, Naruto could give each of them to one of his girlfriend(s) each, if he has a harem, as for what the "extra" that the spiders give them is up to whoever adopts.**

 **If anyone is interested in adopting this idea, please inform me that way we can work things out.**

 **I only just made this trying to think of something in memory of the greatest Marvel creator ever.**

 **Rest In Peace Stan Lee, know that your memories will live on through your creations of Marvel-lous wonders.**

 **I Do Not Own Naruto Or Marvel.**


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